Definition of a Member

I think, Ketan, that "members in your citation mean members (homeowners) of your HOA, not members of the Board (generally called directors).You could start by reading your HOA's bylaws. Since the Board appointed this man, perhaps only the Board can remove him???? I don't know.

But, Tim of VA will be able to help you out!

But, I'm curious: Why, in your opinion, does the Board want to protect him? Why do you members want to remove him?

Ketan,

The law your governing documents refer to is the Virginia Nonstock Corporation Act. The applicable section of that act is § 13.1-860. Removal of directors (scroll down almost half way).

Members, in that application, is the members of the Association (i.e. the homeowners). Typically, in HOA's there is 1 vote per lot. Therefore, you will need agreement by 50% + 1 of the lots within your Association. This agreement of owners is shown via votes at a meeting of the membership called for this purpose (see paragraph D of that same section).

Note: If you have 100 lots, you will need 51 yea votes at the meeting to remove a Director.

Keep in mind that this process is to remove a Director, not an Officer (president, VP, etc.). Officers are appointed and removed by the Board. Even though both positions may be held by the same individual, they are two different positions.

The process is:

1) Create and circulate a petition to call a special meeting of the membership for the purpose of recalling [name] and [name] as Directors. An example of such a petition (although written for CA) is available here (simply replace the percentage amount and the reference to the law).

2) The number of lots (not owners) that need to sign will be in your governing documents. If silent, then, per VA § 13.1-839, the amount would be 20% of the members (lots) eligible to vote (which may or may not be all of the lots). Always get more signatures than needed.

3) Once signatures are obtained, make copies and submit the list to the Board.

However, I would suggest that this is done via certified mail (to have a paper trail) to the registered agent of the Corporation and mail (first class mail) a copy of the petition to each Director (as this makes sure that the Board is actually aware of the recall effort). Keep a copy for yourself.

4) The Board should schedule a special meeting of the membership after they have verified the signatures as being from members eligible to vote.

However, if the Board finds enough names that is ineligible to sign the petition, then the petition is invalid and you will need to start anew. Hence, the reason to obtain more signatures then necessary.

If the Board does not schedule a special meeting of the membership, then you will need to do so and follow all notice requirements.

Once the meeting is scheduled, you need to (once again) start knocking on doors and obtain proxies to ensure that you meet quorum requirements and have the number of votes.

This process may take several months. If your annual meeting is close, and those Directors are up for re-election, it may be simpler to simply gather the support (in the from of proxies) to simply not reelect those individuals. Of course, this also means that there have to be more than enough candidates to choose from. Therefore, you will need to find those willing to serve on the Board as a Director (perhaps you).

Hope this helps,

Tim

Keatan,

Your understanding is incorrect. The voting groups, referred to in paragraph B of that section of statute, is different classes of members (example Class A being the developer and Class B being the homeowners).

The fact that the Board appointed the individual to fill the vacancy does mean that they could remove him if they desired. However, that doesn't prevent the membership from removing them either. Note: if the Board really wants to keep the individual, they may claim that the membership doesn't have the authority (based on that section of the statute). When, if, that occurs, the issue may need to be taken to the courts for a ruling.

However, if there is enough members upset and sign the petition, that individual may simply step down.

Since you referred to the individual as the VP, I again advise you that there are two different positions. The membership may not remove the individual from serving as VP, only from serving as a Director. Who serves as an Officer is the prerogative of the Board (unless there are qualifiers that must be met (such as the President and VP must also be Directors, or no individual may hold two offices, etc.).

Worst case, the membership could remove the individual from the Director position (which keeps them from casting votes at Board meetings) but the Board may still keep them on as an Officer.

Which document are you referring to in your quote, Ketan: "In my home owners assoication document there is a section Section 4: Replacement . Any director may be removed from the board in accordance with section 13.1-860 of the act, with or without cause, by majority vote of the members in accordance with Virginia law."

Is it your bylaws? If so, I again advise you to read more of them. For one thing, they'll probably say how long this board-appointed director (assuming he's not just an officer--VP) can serve. till the next election? Or till the end of the term of the director he replaced? If it's soon, just wait for the election and elect someone else.

And written form others. You & other homeowners are members. You can remove him as a DIRECTOR via the steps Tim outlines. Only the board can remove him from the office of VP.

Can you share why you all want him gone? And why the Board wants to keep him?

George,

Good memory. Here is the thread: Subject: HOA Vice president election was done without informing all community members

It sounds like Ketan has taken the suggestions offered on that thread and is now verifying procedure prior to rallying support.